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Enkidu tells Gilgamesh about a monster named Humbaba, sometimes called Huwawa. He is the guardian of the Cedar Forest, a place forbidden to mortals. Humbaba serves Enlil, who made Humbaba a terrible being whose mouth is fire, his roar is the floodwater, and his breath is death. Gilgamesh is intrigued by this creature and decides that he and Enkidu should meet Humbaba in battle.

Enkidu is frightened at first, telling Gilgamesh that Humbaba cannot be beaten. Gilgamesh dismisses Enkidu’s concerns, saying he has no fear of death, so long as he is able to gain fame. The two heroes go to the armor makers of Uruk and obtain axes and swords for the battle. Gilgamesh tells Enkidu that they can both cement their fame by defeating Humbaba.